What changed in this filing

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Item 1. Financial Statements

2024-08-26 compared with 2024-05-10 · 184 added, 132 removed, 991 unchanged (24% of the section changed)

1 unchanged sentence

CAMBER ENERGY, INC.

Condensed Consolidated Balance Sheets

Condensed Consolidated Balance Sheets (Unaudited)

Current assets:

12 unchanged sentences

Deposits and other assets

$ 101,711,947

LIABILITIES AND STOCKHOLDERS’ EQUITY

19 unchanged sentences

STOCKHOLDERS’ EQUITY

Preferred stock Series A, $ 0.001 par value, 50,000 shares authorized, 28,092 shares issued and outstanding as of March 31, 2024 and December 31, 2023

Preferred stock Series C, $ 0.001 per value, 5,200 shares authorized, 30 shares issued and outstanding as of March 31, 2024 and December 31, 2023.

Preferred stock Series A, $ 0.001 par value, 50,000 shares authorized, 28,092 shares issued and outstanding as of June 30, 2024 and December 31, 2023

Preferred stock Series C, $ 0.001 per value, 5,200 shares authorized, 30 shares issued and outstanding as of June 30, 2024 and December 31, 2023.

Liquidation preference of $ 1,033,950 .

Preferred stock Series G, $ 0.001 par value, 25,000 authorized, 5,272 shares issued and outstanding as of March 31, 2024 and December 31 2023.

Preferred stock Series G, $ 0.001 par value, 25,000 authorized, 5,272 shares issued and outstanding as of June 30, 2024 and December 31 2023.

Liquidation preference of nil.

Preferred stock Series H, $ 0.001 par value, 2,075 shares authorized, 275 shares issued and outstanding as of March 31, 2024 and December 31, 2023.

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 151,940,299 and 119,301,921 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

Preferred stock Series H, $ 0.001 par value, 2,075 shares authorized, nil and 275 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 200,033,220 and 119,301,921 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

Common stock to be issued on true-up of prior Series C Preferred stock conversions

5 unchanged sentences

Parent’s stockholders’ equity in Camber

( 6,352,297 )

( 3,617,004 )

Non-controlling interest

1 unchanged sentence

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 101,711,947

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

Three months ended

Six months ended

Power generation units and parts

Service and repairs

Total revenue

Oil and gas sales

Operating expenses

3 unchanged sentences

Stock based compensation

Depreciation, depletion & amortization

Depreciation, depletion and amortization

Accretion – Asset Retirement Obligation

2 unchanged sentences

( 1,529,317 )

( 1,689,553 )

( 3,521,231 )

( 2,670,209 )

Other income (expense)

Interest expense

Interest expense, net

( 1,147,077 )

Amortization of debt discount

Change in fair value of derivatives

( 1,727,351 )

Change in fair value of derivative liability

( 21,242,198 )

Loss on disposal of membership interests

Loss on extinguishment of debt

Other income (expense)

Total other expense, net

( 1,291,943 )

( 25,651,597 )

Net loss before income taxes

1 unchanged sentence

( 1,276,012 )

( 29,172,828 )

( 2,908,339 )

Income tax benefit (expense)

1 unchanged sentence

( 1,276,012 )

( 29,172,828 )

( 2,908,339 )

Net loss attributable to non-controlling interest

2 unchanged sentences

$ ( 991,666 )

Loss per common share, basic and diluted

Weighted average number of common shares outstanding, basic and diluted

$ ( 28,830,784 )

$ ( 2,543,765 )

Loss per share of common stock

Basic and Diluted

Weighted average number of shares of common stock outstanding

Basic and Diluted

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

Three months ended

Six months ended

$ ( 2,821,260 )

$ ( 1,276,012 )

$ ( 29,172,828 )

$ ( 2,908,339 )

Foreign currency translation adjustment

2 unchanged sentences

( 1,228,451 )

( 29,216,016 )

( 2,798,232 )

Less comprehensive loss attributable to non-controlling interest

5 unchanged sentences

$ ( 962,891 )

$ ( 28,856,913 )

$ ( 2,477,150 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

9 unchanged sentences

Loss on extinguishment of debt

Net loss on sale of membership interests and assets

Net loss on disposal of membership interests and assets

Foreign currency translation adjustment

1 unchanged sentence

Accounts receivable

( 1,209,543 )

Prepaids and other current assets

4 unchanged sentences

Customer deposits

( 2,021,535 )

Operating lease liabilities

2 unchanged sentences

( 1,409,813 )

( 2,935,186 )

Cash flows from investing activities:

5 unchanged sentences

Proceeds of long-term debt

Proceeds from (repayment of) non-interest-bearing advances from Parent

Repayment of non-interest-bearing advances from Parent

( 1,720,000 )

Advances from bank credit facility

Repayment of promissory notes, related parties

Net cash provided by (used in) financing activities

Proceeds from (repayment of) promissory notes, related parties

Net cash provided by financing activities

Net decrease in cash

8 unchanged sentences

Debt discount on modification of debt for conversion feature

Issuance of common stock on conversion of debt

Issuance of common stock on conversion of accrued interest on debt

Addition of right-of-use asset and lease liability

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Changes in Stockholders ’ Equity (Unaudited)

For the three months ended March 31, 2024

For the six months ended June 30, 2024

Preferred Stock

12 unchanged sentences

Common shares to be issued on true-up of Series C preferred stock

Common shares issued on conversion of Series H Preferred stock

Common shares issued on conversion of debt

Common shares issued on conversion of accrued interest

Common shares issued for services

2 unchanged sentences

$ ( 29,172,828 )

Balances at March 31, 2024

Balances at June 30, 2024

$ 150,172,784

1 unchanged sentence

$ ( 169,181,677 )

For the three months ended March 31, 2023

For the six months ended June 30, 2023

Preferred Stock

10 unchanged sentences

$ ( 122,187,673 )

Shares issued on conversion of debt

Shares issued on exercise of warrants

Foreign currency translation adjustment

1 unchanged sentence

$ ( 2,908,339 )

Balances at March 31, 2023

Balances at June 30, 2023

$ 128,123,420

26 unchanged sentences

Accordingly, these consolidated financial statements reflect the financial position, operating results, and cash flow of Viking up to the date of the Merger, and the combined financial position, operating results and cash flow of Viking and Camber from August 1, 2023.

As a result, the comparative financial information for the three months ended March 31, 2023 is that of Viking.

As a result, the comparative financial information for the six months ended June 30, 2023 is that of Viking.

Doris continues to serve as President and Chief Executive Officer of the combined company, and the combined company continues to have its headquarters in Houston, Texas.

60 unchanged sentences

Open Conductor Detection Technologies:

In February 2022, Viking acquired a 51 % interest in two entities, Viking Sentinel Technology, LLC (“Viking Sentinel”) and Viking Protection Systems, LLC (“Viking Protection”), that own the intellectual property rights to patented (i.e.

utility patent 11,769,998 titled “ Electric Transmission Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring Devices”) and patent pending (i.e., US Applications 16/974,086, and 17/693,504), proprietary electric transmission and distribution open conductor detection systems.

The systems are designed to detect a break in a transmission line, distribution line, or coupling failure, and to immediately terminate the power to the line before it reaches the ground.

The technology is intended to increase public safety and reduce the risk of causing an incendiary event, and to be an integral component within grid hardening and stability initiatives by electric utilities to improve the resiliency and reliability of existing infrastructure.

A summary of the applicable patents, pending patents and/or patent applications associated with the intellectual property owned by Viking Sentinel and/or Viking Protection as at the date hereof is as follows:

Application #

Application Filed

Notice of Allowance Received

Patent Issued

Electric Transmission Line Ground Fault Prevention Methods Using Dual, High Sensitivity Monitoring

Electric Transmission Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring

Electric Transmission Line Ground Fault Prevention systems using dual parameter monitoring with high sensitivity relay devices in parallel with low sensitivity relay devices

Electric Transmission Line Ground Fault Prevention Methods Using Multi-Parameter High Sensitivity Monitoring

End of Line Protection with Trip-Signal Engaging

End of Line Protection with Blocking

International Application No.

PCT/US2024/010627

Electric Transmission Line Ground Fault Prevention Methods Using Multi-Parameter High Sensitivity Monitoring

Oil and Gas Properties:

11 unchanged sentences

On December 1, 2023, a subsidiary of Petrodome Energy, LLC (“Petrodome”), a wholly owned subsidiary of Viking, sold its non-operated working interest in a producing oil well in Texas for proceeds of $ 250,000 .

The Company recorded a net gain on these two transactions as follows:

The Company recorded a net gain on these two transactions during the fourth quarter of 2023 as follows:

Proceeds from sale (net of transaction costs)

6 unchanged sentences

The refund, net of fees, is included in prepaids and other current assets at December 31, 2023 and was included in the determination of the gain on disposal.

As of March 31, 2024, the Company did not hold any interest in producing oil and gas properties.

As of June 30, 2024, the Company did not hold any interest in producing oil and gas properties.

Going Concern

The Company’s condensed consolidated financial statements included herein have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company generated a net loss of $( 26,351,568 ) for the three months ended March 31, 2024, as compared to a net loss of $( 1,632,327 ) for the three months ended March 31, 2023.

The loss for the three months ended March 31, 2024, was comprised of, among other things, certain non-cash items, including:

The Company generated a net loss of $( 29,172,828 ) for the six months ended June 30, 2024, as compared to a net loss of $( 2,908,339 ) for the six months ended June 30, 2023.

The loss for the six months ended June 30, 2024, was comprised of, among other things, certain non-cash items, including:

(i) change in fair value of derivative liability of $ 21,242,198 ;

(ii) amortization of debt discount of $ 1,727,351 ;

(iii) loss on disposal of membership interests of $ 755,506 ;

and (iv) depreciation, depletion and amortization of $ 228,799 .

As of March 31, 2024, the Company had a stockholders’ equity of $ 20,156,132 , long-term debt, net of current, of $ 40,854,502 and a working capital deficiency of $ 14,246,826 .

The largest components of current liabilities creating this working capital deficiency is drawings by Simson-Maxwell against its bank credit facility of $ 3,927,188 , accrued interest on notes payable to Discover Growth Fund, LLC (“Discover”) of $ 5,431,823 and a derivative liability of $ 4,077,500 .

(iii) loss on extinguishment of debt of $ 811,132 ;

(iv) loss on disposal of membership interests of $ 755,506 ;

and (v) depreciation, depletion and amortization of $ 411,129 .

As of June 30, 2024, the Company had a stockholders’ equity of $ 3,110,322 , long-term debt, net of current, of $ 38,863,179 and a working capital deficiency of $ 14,988,313 .

The largest components of current liabilities creating this working capital deficiency is accrued interest on notes payable to Discover Growth Fund, LLC (“Discover”) of $ 5,811,159 , drawings by Simson-Maxwell against its bank credit facility of $ 4,381,161 , and a derivative liability of $ 3,202,691 .

These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern.

28 unchanged sentences

b) Basis of Consolidation

The condensed consolidated financial statements presented herein reflect the consolidated financial results of the Company, its wholly owned subsidiaries, Viking Energy Group, Inc.

(“Viking”), Camber Permian LLC and CE Operating LLC, the wholly owned subsidiaries of Viking (Mid-Con Petroleum, LLC, Mid-Con Drilling, LLC, Mid-Con Development, LLC, and Petrodome Energy, LLC.), and Simson-Maxwell (a majority owned subsidiary of Viking).

The condensed consolidated financial statements presented herein reflect the consolidated financial results of the Company, its wholly owned subsidiaries, Viking Energy Group, Inc., Camber Permian LLC and CE Operating LLC, the wholly owned subsidiaries of Viking (Mid-Con Petroleum, LLC, Mid-Con Drilling, LLC, Mid-Con Development, LLC, and Petrodome Energy, LLC.), and Simson-Maxwell (a majority owned subsidiary of Viking).

In January 2022, Viking acquired a 51% ownership interest in Viking Ozone, and in February 2022, Viking acquired a 51% ownership interest in both Viking Sentinel and Viking Protection.

25 unchanged sentences

inputs to the valuation methodology are unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.

As of March 31, 2024, the significant inputs to the Company’s derivative liability relative to the Company’s Series C Redeemable Convertible Preferred Stock (the “Series C Preferred Stock”) were Level 3 inputs.

Assets and liabilities measured at fair value as of and for the three months ended March 31, 2024 are classified below based on the three fair value hierarchy described above:

As of June 30, 2024, the significant inputs to the Company’s derivative liability relative to the Company’s Series C Redeemable Convertible Preferred Stock (the “Series C Preferred Stock”) were Level 3 inputs.

Assets and liabilities measured at fair value as of and for the six months ended June 30, 2024 are classified below based on the three fair value hierarchy described above:

Identical Assets

Significant Unobservable

Total Gains (Losses) (three months ended March 31, 2024)

Total Gains (Losses) (six months ended June 30, 2024)

Financial liabilities:

9 unchanged sentences

In establishing the required allowance, if any, management considers significant factors such as historical losses, current receivables ageing, the debtors’ current ability to pay its obligation to the Company and existing industry and economic data.

At March 31, 2024 and December 31, 2023, the Company has not recorded an allowance for credit losses related to oil and gas.

At June 30, 2024 and December 31, 2023, the Company has not recorded an allowance for credit losses related to oil and gas.

The Company extends credit to its power generation customers in the normal course of business.

3 unchanged sentences

On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for expected credit losses based upon management’s estimates that include a review of the history of past write-offs and collections and an analysis of current credit conditions.

At March 31, 2024 and December 31, 2023, the Company had a reserve for expected credit losses on power generation accounts receivable of $ 31,383 and $ 36,678 , respectively.

At June 30, 2024 and December 31, 2023, the Company had a reserve for expected credit losses on power generation accounts receivable of $ 31,065 and $ 36,678 , respectively.

The Company does not accrue interest on past due accounts receivable.

2 unchanged sentences

At the closing of each reporting period, the Company evaluates its inventory in order to adjust the inventory balance for obsolete and slow-moving items.

Inventory consisted of the following at March 31, 2024 and December 31, 2023:

Inventory consisted of the following at June 30, 2024 and December 31, 2023:

Units and work in process

11 unchanged sentences

j) Limitation on Capitalized Costs

Under the full-cost method of accounting, we are required, at the end of each reporting date, to perform a test to determine the limit on the book value of our oil and natural gas properties (the “Ceiling” test).

Under the full-cost method of accounting, we were required, at the end of each reporting date, to perform a test to determine the limit on the book value of our oil and natural gas properties (the “Ceiling” test).

If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the Ceiling, this excess or impairment is charged to expense.

54 unchanged sentences

Common stock equivalents are excluded from the calculation when a loss is incurred as their effect would be anti-dilutive.

For the three months ended March 31, 2024 and 2023, there were approximately 15,878,576 and 26,164,368 common stock equivalents, respectively, that were omitted from the calculation of diluted income per share as they were anti-dilutive.

For the six months ended June 30, 2024 and 2023, there were approximately 3,321,457 and 18,337,721 common stock equivalents, respectively, that were omitted from the calculation of diluted income per share as they were anti-dilutive.

q) Revenue Recognition

38 unchanged sentences

Most service and repairs are completed within one or two days.

The following table disaggregates Simson-Maxwell’s revenue by source for the three months ended March 31, 2024 and 2023:

The following table disaggregates Simson-Maxwell’s revenue by source for the three and six months ended June 30, 2024 and 2023:

Three months ended

Six months ended

Power generation units

34 unchanged sentences

The retirement obligation is recorded as a liability at its estimated present value as of the obligation’s inception, with an offsetting increase to proved properties.

The following table describes the changes in the Company’s asset retirement obligations for the three months ended March 31, 2024 and 2023:

Three Months Ended

The following table describes the changes in the Company’s asset retirement obligations for the six months ended June 30, 2024 and 2023:

Six Months Ended

Asset retirement obligation – beginning

14 unchanged sentences

At the conversion date, the number of shares due for the Conversion Premium is estimated based on the previous 30-day VWAP (or 60 trading days if there is a Triggering Event).

If the VWAP calculation for the portion of the Measurement Period following the date of conversion is lower than the VWAP for the portion of the Measurement Period prior to the date of conversion, the holder will be issued additional shares of common stock, referred to as True-Up shares.

If the VWAP calculation is higher, no True-Up shares are issued.

21 unchanged sentences

x) Subsequent events

The Company has evaluated all subsequent events from March 31, 2024 through the date of filing of this report (see Note 16).

The Company has evaluated all subsequent events from June 30, 2024 through the date of filing of this report (see Note 16).

Merger of Camber Energy, Inc.

23 unchanged sentences

Total Net Assets Acquired and Liabilities Assumed

During the year ended December 31, 2023, the Company concluded that the significant decline in the Company’s share price subsequent to the date of the Merger was an indicator of impairment and therefore performed a goodwill impairment assessment at that date.

Based upon this assessment, the Company recorded a goodwill impairment charge of $ 14,486,745 during the year ended December 31, 2023.

Oil and Gas Properties

The following table summarizes the Company’s oil and gas activities by classification and geographical cost center for the three months ended March 31, 2024:

The following table summarizes the Company’s oil and gas activities by classification and geographical cost center for the six months ended June 30, 2024:

Proved developed producing oil and gas properties

United States cost center

$ ( 1,127,950 )

Accumulated depreciation, depletion and amortization

Proved developed producing oil and gas properties, net

$ ( 1,083,576 )

Undeveloped and non-producing oil and gas properties

3 unchanged sentences

Total Oil and Gas Properties, Net

$ ( 1,083,576 )

During the three months ended March 31, 2024, the Company disposed of its working interests in its producing oil and gas properties (see Note 2).

During the six months ended June 30, 2024, the Company disposed of its working interests in its producing oil and gas properties (see Note 2).

Intangible Assets

11 unchanged sentences

Year nine and after

The Company’s management believes that the Trigger Date could occur as early as the second quarter of 2024 but there is no assurance that it will occur at that or any time.

The Company’s management believes that the Trigger Date could occur as early as the first quarter of 2025 but there is no assurance that it will occur at that or any time.

If the continuing royalty percentage is adjusted jointly by the parties downward from the maximum of 15%, then the minimum continuing royalty payments for any given year from the Trigger Date shall also be adjusted downward proportionally.

The Company recognized amortization expense of $ 76,962 for the three months ended March 31, 2024.

The Company recognized amortization expense of $ 153,924 for the six months ended June 30, 2024.

The estimated future amortization expense for each of the next five years is $ 304,465 per year.

The ESG intangible asset consisted of the following at March 31, 2024 and December 31, 2023:

The ESG intangible asset consisted of the following at June 30, 2024 and December 31, 2023:

ESG Clean Energy License

2 unchanged sentences

The Company allocated a portion of the purchase price of Simson-Maxwell to Customer Relationships with a fair value of $ 1,677,453 and an estimated useful life of 10 years, and the Simson-Maxwell Brand with a fair value of $ 2,230,673 and an indefinite useful life.

The Company recognized amortization expense for the Customer Relationship intangible of $ 41,821 for the three months ended March 31, 2024.

The Company recognized amortization expense for the Customer Relationship intangible of $ 83,643 for the six months ended June 30, 2024.

The estimated future amortization expense for each of the next five years is $ 167,745 per year.

The Company periodically reviews the fair value of the Customer Relationships and Brand to determine if an impairment charge should be recognized.

The Company did not record any impairment for the three-month period ended March 31, 2024.

The Company did not record any impairment for the six-month period ended June 30, 2024.

For the year ended December 31, 2023, the Company recorded an impairment charge of $ 311,837 related to the Simmax Brand and $ 357,873 related to Customer Relationships, driven by lower actual and forecast revenue growth as compared to the date of acquisition.

The Other intangibles – Simson-Maxwell consisted of the following at March 31, 2024 and December 31, 2023:

The Other intangibles – Simson-Maxwell consisted of the following at June 30, 2024 and December 31, 2023:

Simson-Maxwell Brand

85 unchanged sentences

The Company’s CEO and Director, James Doris, renders professional services to the Company through AGD Advisory Group, Inc., an affiliate of Mr.

During the three months ended March 31, 2024 and 2023, the Company paid or accrued $ 150,000 and $ 90,000 , respectively, in fees to AGD Advisory Group, Inc.

As of March 31, 2024 and December 31, 2023, the total amount due to AGD Advisory Group, Inc.

During the six months ended June 30, 2024 and 2023, the Company paid or accrued $ 300,000 and $ 180,000 , respectively, in fees to AGD Advisory Group, Inc.

As of June 30, 2024 and December 31, 2023, the total amount due to AGD Advisory Group, Inc.

was $ 750,000 and $ 630,000 , respectively, and is included in accounts payable.

During the three months ended March 31, 2024, the Company’s CEO and Director, James Doris, advanced $ 190,830 to Viking Ozone Technology, LLC related to the manufacture of a medical waste unit.

During the six months ended June 30, 2024, the Company’s CEO and Director, James Doris, advanced $ 190,830 to Viking Ozone Technology, LLC related to the manufacture of a medical waste unit.

This advance is non-interest bearing with no fixed repayment terms and is included in “Due to related parties”.

The Company’s CFO, John McVicar, renders professional services to the Company through 1508586 Alberta Ltd., an affiliate of Mr.

During the three months ended March 31, 2024 and 2023, the Company paid or accrued $ 90,000 and $ 60,000 , respectively, in fees to 1508586 Alberta Ltd.

During the six months ended June 30, 2024 and 2023, the Company paid or accrued $ 180,000 and $ 120,000 , respectively, in fees to 1508586 Alberta Ltd.

Simson-Maxwell

1 unchanged sentence

Viking assumed these balances and loan agreements in connection with the acquisition.

The balance of amounts due to and due from related parties as of March 31, 2024 and December 31, 2023 are as follows:

The balance of amounts due to and due from related parties as of June 30, 2024 and December 31, 2023 are as follows:

related party

1 unchanged sentence

Net due (to) from

March 31, 2024

June 30, 2024

& majority owner

13 unchanged sentences

Adco Power Ltd., an industrial, electrical and mechanical construction company, is a wholly owned subsidiary of Simmax Corp., and conducts business with Simson-Maxwell.

The notes payable to related parties as of March 31, 2024 and December 31, 2023 are as follows:

The notes payable to related parties as of June 30, 2024 and December 31, 2023 are as follows:

Total notes payable to related parties

2 unchanged sentences

Noncontrolling Interests

The following discloses the effects of changes in the Company’s ownership interest in Simson-Maxwell, and on the Company’s equity for three months ended March 31, 2024:

The following discloses the effects of changes in the Company’s ownership interest in Simson-Maxwell, and on the Company’s equity for six months ended June 30, 2024:

Noncontrolling interest - January 1, 2024

Net gain (loss) attributable to noncontrolling interest

Noncontrolling interest – March 31, 2024

The following discloses the effects of the Company’s ownership interest in Viking Ozone, Viking Sentinel and Viking Protection in the aggregate, and on the Company’s equity for three months ended March 31, 2024:

Noncontrolling interest – June 30, 2024

Noncontrolling interest - January 1, 2024

Net gain (loss) attributable to noncontrolling interest

Noncontrolling interest – March 31, 2024

Noncontrolling interest – June 30, 2024

Long-Term Debt and Other Short-Term Borrowings

Long term debt and other short-term borrowings consisted of the following at March 31, 2024 and December 31, 2023:

Long term debt and other short-term borrowings consisted of the following at June 30, 2024 and December 31, 2023:

Long-term debt:

1 unchanged sentence

The note bears interest at a rate equal to the Wall Street Journal Prime Rate (3.25%) as of the effective date and is secured by lien on substantially all of the Company’s assets.

The balance shown is net of unamortized debt discount of $ 8,912,672 and $9,714,868 at March 31, 2024 and December 31, 2023, respectively.

The balance shown is net of unamortized debt discount of $8,110,475 and $9,714,868 at June 30, 2024 and December 31, 2023, respectively.

Note payable to Discover pursuant to a 10.0% Secured Promissory Note dated April 23, 2021 in the original amount of $2,500,000 with interest and principal due at maturity on January 1, 2027.

7 unchanged sentences

The Note is secured by a lien on substantially all of the Company’s assets.

On May 5, 2023, Viking signed a securities purchase agreement with FK Venture LLC under which FK Venture LLC agreed to purchase convertible promissory notes from the Company in the amount of $800,000 on the 5th day of each month commencing May 5, 2023 for 6 months, for a minimum commitment of $4,800,000.

FK Venture LLC has the right to purchase up to $9,600,000.

The notes bear interest at 12% per annum.

The maturity date of the notes is the earlier of (i) July 1, 2025, or (ii) 90 days following the date that the Company completes a direct up-listing of its common stock to a national securities exchange (not including any merger or combination with Camber).

FK Venture LLC shall have the right to convert all or any part of the outstanding and unpaid principal balance into common stock of the Company at a conversion price of $0.4158 per share.

At March 31, 2024 and December 31, 2023, the Buyer had purchased six notes and converted two of these notes subsequent to the closing of the Merger in exchange for 3,848,004 shares of the Company’s common stock.

On May 5, 2023, Viking signed a securities purchase agreement with FK Venture LLC (“Buyer”) under which FK Venture LLC agreed to purchase convertible promissory notes from the Company in the amount of $800,000 on the 5th day of each month commencing May 5, 2023 for 6 months, for a minimum commitment of $4,800,000.

FK Venture LLC had the right to purchase up to $9,600,000.

The notes bore interest at 12% per annum.

The maturity date of the notes was the earlier of (i) July 1, 2025, or (ii) 90 days following the date that the Company completes a direct up-listing of its common stock to a national securities exchange (not including any merger or combination with Camber).

FK Venture LLC had the right to convert all or any part of the outstanding and unpaid principal balance into common stock of the Company at a conversion price of $0.4158 per share.

At December 31, 2023, the Buyer had purchased six notes and converted two of these notes subsequent to the closing of the Merger in exchange for 3,848,004 shares of the Company’s common stock.

The Company recorded a loss on early extinguishment of $35,402 related to these conversions.

The balance at March 31, 2024 and December 31, 2023 is shown is net of unamortized discount of $407,189 and $488,270, respectively.

During the six-month period ended June 30, 2024, the Company adjusted the conversion price of three of the remaining notes to $0.16 and the fourth to $0.163.

The Buyer then converted the four remaining notes in exchange for 19,907,976 shares of the Company’s common stock.

The Company recorded a loss on early extinguishment of $811,132 related to these conversions.

The balance at December 31, 2023 is shown is net of unamortized discount of $488,270.

Loan of $150,000 dated July 1, 2020 from the U.S.

8 unchanged sentences

Principal maturities of long-term debt for the next five years and thereafter are as follows:

Twelve-month period ended March 31,

Twelve-month period ended June 30,

Unamortized Discount

1 unchanged sentence

$ ( 8,110,475 )

Advance from FK Venture LLC

During the six-month period ended June 30, 2024, FK Venture LLC advanced $ 1,200,000 to the Company’s wholly owned subsidiary, Viking.

The terms of this advance have not been finalized.

The amount has been included in Accrued Expenses and Other Current Liabilities at June 30, 2024.

Bank Credit Facility

Simson-Maxwell has an operating credit facility with TD Bank, secured by accounts receivable and inventory, bearing interest at prime plus 2.25% on Canadian funds up to CAD $5,000,000 and the bank’s US dollar base rate plus 2.25% on US funds, plus a monthly administration fee of CAD 500 .

The balance outstanding under this credit facility is CAD $5,318,206 ($ 3,927,188 ) and CAD $4,457,947 ($ 3,365,995 ) as of March 31, 2024 and December 31, 2023, respectively.

Simson-Maxwell has a demand operating credit facility of CAD $6,000,000 with TD Bank, comprised of an operating line, secured by accounts receivable and inventory, up to CAD $4,000,000 and a fixed loan of CAD $2,000,000.

The facility bears interest at prime plus 2.25%, with an annual fee of CAD $10,000 and a monthly administration fee of CAD $500 .

The Company is required to make monthly principal payments in the amount of CAD $55,555 on the fixed loan portion commencing on October 31, 2024.

The balance outstanding under this credit facility is CAD $5,993,718 ($ 4,381,161 ) and CAD $4,457,947 ($ 3,365,995 ) as of June 30, 2024 and December 31, 2023, respectively.

Derivative Liability

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This reduced the value of derivative liability associated with True-Up shares to zero, and the fair value of the True-Up share obligation at March 25, 2024 was reclassified to Stockholders’ Equity as common shares to be issued.

Activities for Series C Preferred Stock derivative liability during the three months ended March 31, 2024 was as follows:

Activities for Series C Preferred Stock derivative liability during the six months ended June 30, 2024 was as follows:

Carrying amount at beginning of year

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( 16,253,757 )

Carrying amount at end of year

Carrying amount at end of period

Convertible Debt

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The Company is authorized to issue 500,000,000 shares of Common Stock, par value $ 0.001 per share.

During the three months ended March 31, 2024, the Company issued a total of 32,638,378 shares of common stock, as follows:

During the six months ended June 30, 2024, the Company issued a total of 80,731,299 shares of common stock, as follows:

A total of 53,046,041 True-Up shares related to prior conversions of Series C Preferred Stock as a result of the continuation of the Measurement Period (as defined in the Series C COD with respect to such Series C Preferred Stock) associated with such conversions and a decline in the price of the Company’s shares of common stock within the Measurement Period.

A total of 19,907,976 shares on conversion of debt

A total of 1,693,949 shares on conversion of accrued interest on debt

A total of 4,583,333 shares on conversion of 275 shares of Series H Preferred Stock

A total of 1,500,000 shares as compensation to consultants.

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In addition, pursuant to the Agreement, (i) beginning on February 15, 2024 and thereafter, the Company agreed to pay at least fifty percent of the net proceeds received by the Company in connection with any registered or unregistered offering of equity or debt securities of the Company toward repayment of any outstanding Notes, and (ii) Antilles rescinded its prior notice to increase the beneficial ownership limitation to 9.99 %, such that the limitation is restored to 4.99 % effective five Business Days from the date of the Agreement.

As of March 31, 2024, Antilles held 30 shares of Series C Preferred Stock.

As of June 30, 2024, Antilles held 30 shares of Series C Preferred Stock.

The Series C Preferred Stock is convertible into a substantial number of the Company’s shares of common stock which could result in significant dilution of the Company’s existing shareholders.

If the outstanding Series C Preferred Stock were converted as of March 31, 2024, the Company estimates that the following shares of common stock would be required to be issued to satisfy the conversion of shares of the Series C Preferred Stock:

Estimated number of shares issuable for conversion at $ 162.50 per share at March 31, 2024

If the outstanding Series C Preferred Stock were converted as of June 30, 2024, the Company estimates that the following shares of common stock would be required to be issued to satisfy the conversion of shares of the Series C Preferred Stock:

Estimated number of shares issuable for conversion at $ 162.50 per share at June 30, 2024

Estimated number of shares of common stock required to satisfy Conversion Premium using VWAP at period end

*based on 30 shares of Series C Convertible Preferred Stock outstanding as of such date and an estimated low VWAP as at such date

Additionally, even if the shares of the Series C Preferred Stock were converted on the above dates, the Company could, pursuant to terms out in the COD, be required to issue additional shares of common stock (True-Up shares).

*based on 30 shares of Series C Convertible Preferred Stock outstanding as of such date and a VWAP of $ 0.15 for the purposes of calculating the Conversion Premium, with $ 0.15 being the floor price of the Measuring Metric established in the February 2024 agreement between the Company and Antilles.

On March 25, 2024, the Company received a notice letter from the NYSE American stating that the Company was back in compliance with all of the NYSE American’s continued listing standards.

As a result, the Measurement Period related to prior conversions of 240 Series C Preferred Stock ended and the number of remaining True-Up shares due from these prior conversions was fixed at 101,585,980.

The fair value of these shares on March 25, 2024 was determined to be $ 16,253,757 and has been included in Stockholders’ Equity as common stock to be issued at March 31, 2024.

The fair value of these shares on March 25, 2024 was determined to be $ 16,253,757 and was included in Stockholders’ Equity as common stock to be issued at March 31, 2024.

At June 30, 2024, the number of remaining True-Up shares due from prior conversions was 79,678,317 .

(iii) Series G Redeemable Convertible Preferred Stock

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The Investor may not convert any of the remaining shares of Series G Preferred Stock associated with any remaining Note into shares of common stock or sell any of the underlying shares of common stock unless that Note is paid in full by the Investor, and the Company may redeem the shares of Series G Preferred Stock associated with each Note by paying the Investor $ 1,375,000 as full consideration for such redemption.

As of March 31, 2024, none of the outstanding Notes had been paid in full and thus the underlying shares were not convertible.

As of June 30, 2024, none of the outstanding Notes had been paid in full and thus the underlying shares were not convertible.

(iv) Series H Convertible Preferred Stock

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Pursuant to the COD for the Series H Preferred Stock (the “Series H COD”), each share of New Camber Series H Preferred Stock has a face value of $ 10,000 per share, is convertible into a certain number of shares of Camber Common Stock, with the conversion ratio based upon achievement of certain milestones by Viking’s subsidiary, Viking Protection (provided the holder has not elected to receive the applicable portion of the purchase price in cash pursuant to that certain Purchase Agreement, dated as of February 9, 2022, by and between Viking and Jedda Holdings, LLC), is subject to a beneficial ownership limitation of 4.99% of Camber Common Stock (but may be increased up to a maximum of 9.99% at the sole election of a holder by the provision of at least 61 days’ advance written notice) and has voting rights equal to one vote per share of Camber Series H Preferred Stock held on a non-cumulative basis .

During the year ended December 31, 2023, Jedda Holdings converted 200 of the 475 shares of Series H Preferred Stock into 3,333,333 shares of common stock, leaving a balance of 275 shares of Series H Preferred Stock outstanding as at March 31, 2024.

The following table represents stock warrant activity as of and for the three months ended March 31, 2024:

During the year ended December 31, 2023, Jedda Holdings converted 200 of the 475 shares of Series H Preferred Stock into 3,333,333 shares of Common Stock.

During the six months ended June 30, 2024, Jedda Holdings converted the remaining 275 shares of Series H Preferred Stock into 4,583,333 shares of Common Stock.

The following table represents stock warrant activity as of and for the six months ended June 30, 2024:

Contractual Life

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Forfeited/expired/cancelled

Warrants Outstanding – March 31, 2024

Outstanding Exercisable – March 31, 2024

Warrants Outstanding – June 30, 2024

Outstanding Exercisable – June 30, 2024

Commitments and Contingencies

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The Company has right-of-use assets and operating lease liabilities associated with various operating lease agreements of Simson-Maxwell pertaining to seven business locations, for the premises, vehicles and equipment used in operations in the amount of $ 7,688,886 .

These values were determined using a present value discount rate of 3.45 % for the premises, and 7.5 % for vehicles and equipment.

These values were determined using a discount rate of 3.45 % for the premises, and 7.5 % for vehicles and equipment.

The leases have varying terms, payment schedules and maturities.

Operating lease expense is recognized on a straight-line base over each of the lease terms.

Payments due in each of the next five years and thereafter at March 31, 2024 under these leases are as follows:

Payments due in each of the next five years and thereafter at June 30, 2024 under these leases are as follows:

Vehicle and Equipment

2 unchanged sentences

Present value of remaining lease payments

Operating lease expense for these leases was $ 453,683 and $ 322,387 for the three months ended March 31, 2024 and 2023, respectively.

Operating lease expense for these leases was $ 914,051 and $ 670,311 for the six months ended June 30, 2024 and 2023, respectively.

Legal matters

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District Court for the Southern District of Texas, Houston Division.

The complaint alleges breaches of fiduciary duty in connection with the merger between Viking and the Company and seek to recover damages for the alleged breaches.

The defendants deny the allegations and filed a motion to dismiss the case on April 26, 2024.

The complaint alleges breaches of fiduciary duty in connection with the merger between Viking and the Company and seeks to recover damages for the alleged breaches.

The defendants deny the allegations and filed a motion to dismiss the case on April 26, 2024, which remains pending.

Shareholder-Related Litigation

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On October 25, 2023, the Court signed a joint stipulation submitted by the parties, dismissing the case with prejudice.

On or about June 30, 2022, the Company was made aware of a Shareholder Derivative Complaint filed in the U.S.

District Court for the Southern District of Texas, Houston Division (Case No.

4:22-cv-2167) against the Company, its current directors, and certain of its former directors (the “Houston Derivative Complaint”).

On or about June 30, 2022, the Company was made aware of a Shareholder Derivative Complaint (Case No.

4:22-cv-2167) filed in the U.S.

District Court for the Southern District of Texas, Houston Division (the “Court”) against the Company, its current directors, and certain of its former directors (the “Houston Derivative Complaint”).

The allegations contained in the Houston Derivative Complaint involve state-law claims for breach of fiduciary duty and unjust enrichment and a federal securities claim under Section 14(a) of the Securities Exchange Act of 1934.

On January 20, 2023, the U.S.

District Court held that certain claims brought by the plaintiff relating to director actions and statements made in proxy statements prior to June 30, 2019, were time barred, but did not dismiss certain claims brought by plaintiff relating to director actions and statements made in proxy statements after June 30, 2019.

On January 20, 2023, the Court held that certain claims brought by the plaintiff relating to director actions and statements made in proxy statements prior to June 30, 2019, were time barred, but did not dismiss certain claims brought by plaintiff relating to director actions and statements made in proxy statements after June 30, 2019.

Pursuant to Article 6 of the Amended and Restated Bylaws, on February 15, 2023, the Company’s Board of Directors (the “Board”) formed a Committee of the Board (the “Special Litigation Committee”) to investigate, analyze, and evaluate the remaining allegations in the Houston Derivative Complaint.

The Special Litigation Committee completed its investigation and found no basis to conclude that any Camber officer’s or director’s conduct “involved intentional misconduct, fraud or a knowing violation of law,” which would be required under applicable Nevada law to prevail on any claims for breach of fiduciary duty or federal proxy violations;

and, on November 17, 2023, filed with the U.S.

District Court a Motion to Terminate or, in the alternative, schedule an evidentiary hearing on the Motion.

Briefing on the Motion was completed on January 12, 2024, and it remains pending.

The defendants deny the allegations contained in the Houston Derivative Complaint.

and, on November 17, 2023, filed with the Court a Motion to Terminate or, in the alternative, schedule an evidentiary hearing on the Motion.

Briefing on the Motion was completed on January 12, 2024.

On or about June 21, 2024, the parties to the Houston Derivative Complaint entered into a Stipulation and Agreement of Settlement (the “Stipulation and Settlement”) to fully, finally, and forever resolve, discharge, and settle all of the claims in the Houston Derivative Complaint, without the defendants admitting any liability, subject to approval of the Court and subject to the terms and conditions thereof.

Any fees to be paid to the plaintiffs’ attorneys and/or the plaintiff(s) in connection with or pursuant to the Stipulation and Settlement will be paid by the Company’s insurer.

On July 2, 2024, the Court issued an order providing for preliminary approval of the Stipulation and Settlement and set a final approval hearing for September 12, 2024.

At June 30, 2024, the Company recorded an accrued liability in respect of the proposed settlement and a receivable related to the insurance proceeds in the amount of $ 700,000 , the minimum amount specified in the Stipulation and Settlement.

Maranatha Oil Matter

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Petrodome Matter

In or about late 2011 or early 2012, Petrodome Operating, LLC (“Petrodome Operating”), a wholly-owned subsidiary of Petrodome (which in or about December, 2017 become a wholly owned subsidiary of Viking), on behalf of various working interest owners, including Petrodome East Creole, LLC, another subsidiary of Petrodome Energy, LLC, coordinated the drilling of an approx.

In or about late 2011 or early 2012, Petrodome Operating, LLC, a wholly-owned subsidiary of Petrodome (which in or about December, 2017 become a wholly owned subsidiary of Viking), on behalf of various working interest owners, including Petrodome East Creole, LLC, another subsidiary of Petrodome Energy, LLC, coordinated the drilling of an approx.

13,000 foot well in the Kings Bayou Field in Cameron Parish, LA.

7 unchanged sentences

At December 31, 2023, the Company recorded an accrued liability in respect of this settlement and a receivable related to the insurance proceeds in the amount of $ 4.15 million.

In or about February, 2024, the action commenced by the Mineral Owners was dismissed with prejudice and the settlement was paid.

In February, 2024, the action commenced by the Mineral Owners was dismissed with prejudice and the settlement was paid with insurance proceeds.

Petrodome et al.

On or about September 15, 2023, Archrock Partners Operating LLC filed a Petition (Court File No.

2013-4090) in Harris County, TX against Petrodome Energy, LLC, a wholly-owned subsidiary of Viking Energy Group, Inc., Petrodome Operating, LLC, Pointe a la Hache LLC and Potash LLC alleging the defendants owe approximately $ 400,000 on account of unpaid rental fees in connection with compressors located on oil & gas properties leased by Pointe a la Hache LLC and Potash LLC.

Petrodome Operating LLC was the contracted operator for the properties for a certain period of time.

Petrodome Energy and Petrodome Operating, LLC deny the plaintiff’s allegations against them.

In or about May, 2024, the plaintiff added Viking and James Doris as defendants to the subject complaint.

Viking and Mr.

Doris deny the allegations against them.

Business Segment Information and Geographic Data

3 unchanged sentences

We evaluate segment performance based on revenue and operating income (loss).

Information related to our reportable segments and our consolidated results for the three months ended March 31, 2024 is presented below.

Three Months Ended March 31, 2024

Information related to our reportable segments and our consolidated results for the six months ended June 30, 2024 is presented below.

Six Months Ended June 30, 2024

Power Generation

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Total Consolidated Assets

Three Months Ended March 31, 2023

Six Months Ended June 30, 2023

Power Generation

Loss from Operations is as follows:

Income (Loss) from Operations is as follows:

Operating expenses

15 unchanged sentences

Series C Preferred Stock

Between April 6 and May 6, 2024, the Company issued 8,374,837 True-Up Shares to Antilles in connection with Delivery Notices submitted by Antilles.

Convertible Promissory Notes

On April 8, 2024, the Company executed an Amending Agreement amending the fixed conversion price under the July 5, 2023 Promissory Note in favor of FK Venture, LLC (“FK Venture”) to $ 0.16 per share.

Between April 8 and on or about April 12, 2024, the Company issued 5,000,000 shares of common stock in connection with the conversion of the entire $ 800,000 principal amount owing under the July 5, 2023 Promissory Note executed by Viking in favor of FK Venture.

On April 15, 2024, the Company executed an Amending Agreement amending the fixed conversion price under the August 7, 2023 Promissory Note in favor of FK Venture to $ 0.163 per share.

Between April 15 and May 8, 2024, the Company issued 4,907,976 shares of common stock in connection with the conversion of the entire $ 800,000 principal amount owing under the August 7, 2023 Promissory Note in favor of FK Venture.

On April 18, 2024, the Company issued 994,023 shares of common stock as payment of approximately $ 192,625 in accrued interest owing under certain Promissory Notes in favor of FK Venture.

On May 8, 2024, the Company executed Amending Agreements amending the fixed conversion price under the September 8, 2023 and December 1, 2023 Promissory Notes in favor of FK Venture to $0.16 per share and extending the maturity date from July 1, 2025 to January 1, 2026 .

Between April 8 and May 8, 2024, Viking received advances from FK Venture in the amount of $ 1,200,000 .

The terms of these advances have not been finalized.

On May 10, 2024, the Company issued 4,583,333 common shares in connection with the conversion of 275 shares of Series H Preferred Stock.

Between July 1 and August 23, 2024, the Company issued 29,103,638 True-Up Shares to Antilles in connection with Delivery Notices submitted by Antilles.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements